1. Basis of contract
1.1 These general terms and conditions form an integral part of any delivery contract. Any modifications must be agreed in the form of text (in writing, fax or e-mail). They prevail over all the buyer’s purchase conditions, unless the seller has acknowledged in writing that they are binding.
1.2 The drawings, technical documents, software, etc. provided to the buyer before or after the conclusion of the contract and which may be used for the manufacture or operation of the delivery item or some of its components shall remain the exclusive property of the seller. Without the agreement of the latter, the buyer may not use, copy, reproduce or give them to third parties. If a contract fails to succeed, the buyer undertakes the return of all these documents to the seller.
1.3 The volume of delivery depends on the contract; any modifications or additions require the written format, as well as for customer-specific requirements when processing tools, in particular with regards to tolerances and production times.
2. Prices/conditions of payment
2.1 Prices are in Swiss francs, without packaging, net, ex works («EXW»), without assembly and without adaptation to the cantonal, local and buyer’s domicile regulations. Any written agreements to the contrary remain reserved.
2.2 In principle, payment must be made in accordance with the terms of payment and within the agreed time limit, in the agreed currency, without deductions.
2.3 Payments by the buyer shall be deemed to be in full discharge when they are credited to the seller’s account. The seller’s employees are not authorized to collect and cannot accept any payment.
2.4 The buyer is committed to pay the purchase price on the due date; any compensation for any claims whatsoever on the part of the buyer is excluded without prior written consent. In accordance with the contract, outstanding claims do not release the buyer from his obligation to pay.
2.5 In the event of late payment by the buyer, the seller may postpone the fulfilment of their own obligations until the due amount have been paid.
2.6 The buyer when in default of payment from the agreed due date, even without a reminder letter, is liable to pay a default interest of at least 6% per year.
2.7 In the event of late payment for a delivery item not yet in the possession of the buyer, the seller is entitled to terminate the contract in writing and claim damages.
2.8 In the event of late payment for a delivery item already in the buyer’s possession, the seller is entitled to terminate the contract or to demand immediate payment of the full amount remaining. In the event of termination of the purchase contract by the seller, the buyer undertakes the return the object of delivery immediately and free of charge to the seller or, at the seller’s option, to the manufacturer’s domicile.
In addition, the buyer is required to pay compensation to the seller for any kind of depreciation and rent. The amount of compensation for depreciation is 30% of the purchase price for the first year of ownership that has begun, and an additional 15% for every other year that has begun. The rent is also 1.5% of the purchase price per month for the duration of the buyer’s possession. Finally, the seller invoices the costs of assembly, disassembly, round-trip transport, trucking, insurance and all other possible costs. For single copies, the conditions referred to in Section 2.7 shall apply.
2.9 The buyer expressly acknowledges the appropriateness of these calculation principles (Sections 2.7, 2.8), it being understood that the right to compensation for attested higher wear and tear and damage remains reserved. The amounts already paid to the seller are taken into account.
3. Retention of ownership
3.1 The buyer acknowledges that the seller is the owner of the delivery item until it has been paid in full. The seller may register the retention of title in the relevant retention of title register without the consent of the buyer; in accordance with Art. 4 of the Ordinance of the Federal Court, the buyer consents to the registration of retention of title by concluding the contract.
3.2 Until the transfer of ownership, the buyer is not entitled to pawn the delivery item, resell it or have it transported to other locations without written consent.
3.3 The buyer is obliged to inform the seller immediately of any change of address.
3.4 The buyer undertakes the handling of the delivery item in accordance with the instructions and with the greatest care, as well as to carry out the usual maintenance and servicing planned by the manufacturer.
3.5 Before taking possession of the delivery item and until it has been paid for in full, the buyer is obliged to insure the item in an appropriate manner against fire, damage caused by natural elements, machinery breakdown, etc. with a recognised insurance company based in Switzerland.
4. Delivery time/delay in delivery
4.1 If the delivery date is not defined by contract, the delivery time begins on the latest of the following dates: – date of conclusion of the contract – date of clarification of all technical and commercial details – date on which the seller receives a down payment due under the contract.
4.2 In the event of a delay in delivery due to one of the exceptional circumstances referred to in Clause 6.1 at the level of the buyer, seller or delivery site, the delivery period shall be extended by the duration of the delay caused. Any compensation from the seller for direct or indirect damage caused to the buyer is excluded.
4.3 A delay in delivery not caused by the buyer or a failure to deliver gives the buyer the right to terminate the contract – provided that an adequate additional delivery period granted to the seller has expired without result. To the extent permitted by law, the seller shall not be liable for any direct or indirect damage caused to the buyer as a result of late delivery.
4.4 The risk is transferred from the factory to the buyer from the date the item is ready for shipment. Any written agreements to the contrary remain reserved. At the buyer’s request, the seller may purchase current transport insurance at the buyer’s expense; all other insurance is the buyer’s responsibility.
4.5 If the buyer does not accept the delivery on the date agreed in the contract, he is still obliged to pay the payments depending on the delivery dates as if the delivery had been carried out. The seller is responsible for storing the delivery item at the buyer’s expense and risk.
4.6 If the buyer does not accept the delivery despite a reminder letter within the acceptable period of time, the seller has the right to withdraw from the contract and claim damages in accordance with Sections 2.6 and 2.7. The buyer may not refuse acceptance on the basis of an insignificant defect.
5. Warranty/liability
5.1 The warranty is excluded for second-hand machines or parts unless special conditions apply. Any written agreements to the contrary remain reserved.
5.2 If acceptance inspections take place at the delivery site or at the site of installation, the parties are required to agree in advance in writing on the valid conditions in this respect. Unless otherwise agreed, the general practice of the industrial sector concerned in the receiving country shall apply for the type-approval check.
5.3 If a complaint is found to be unjustified, the buyer is obliged to bear the costs incurred by the seller.
5.4 All services which are neither expressly guaranteed by contract nor performed under the guarantee must be reimbursed to the seller, and in particular: – programming training and operating instructions; – maximisation of the program and unit time calculations for new tools (time studies); – telephone advice and/or assistance; – costs of installation and commissioning of peripheral equipment and auxiliary units.
5.5 Contracts with consumers for new delivery items or second-hand items for personal and non-commercial use are subject to the corresponding provisions of Art. 210 CO.
5.6 If the seller or his employees violate their contractual or legal obligations through negligence or wilful misconduct, the seller shall be liable for personal injury and material damage only up to the contractual price of the object of delivery concerned. Any other liability of the seller, in particular for economic damage caused to the buyer or third parties, for whatever legal reason, is expressly excluded. Binding legal provisions remain reserved, in particular liability in accordance with the Product Liability Act (LRFP).
6. Grounds for exemption
6.1 The following unforeseeable events are considered to be grounds for exemption for the seller, the buyer or the seller’s delivery site, if they occur after the conclusion of the contract and constitute an obstacle to its performance: all circumstances beyond the control of the parties that can be qualified as cases of major force, such as war, industrial disputes, uprising, fire, requisition by the public authorities, embargo.
6.2 The party concerned by a reason for exemption is required to immediately inform the other party in writing of its application and cancellation.
6.3 If the grounds for exemption make it impossible to perform the contract within an acceptable period of time, either party is entitled to terminate the contract in writing. In this case, the parties will have to agree on the distribution of the costs already incurred for its execution on the basis of an amicable settlement. For the purposes of this paragraph, costs include only appropriate actual expenses (but not loss of income). Each party is required to limit its expenses as much as possible within the framework of its legal obligation to limit the damage. Nevertheless, if the object has been delivered to the buyer, the part of the contractual price corresponding to this delivery is considered as an expense of the seller.
6.4 Termination of the contract, for any reason whatsoever, shall not entail the loss of the rights of the parties born during the term of the contract and until its termination.
7. Partial invalidity
If certain provisions of these general terms and conditions of sale or of the contract should be wholly or partially invalid or obsolete, the contracting parties undertake to replace them by valid regulations, without affecting the validity of the other provisions.
8. Jurisdiction / applicable law
8.1 Any disputes relating to the contract will be settled in accordance with Swiss law.
8.2 The parties shall designate by mutual agreement the seller’s registered office as the exclusive place of jurisdiction. However, the seller may appeal to another competent court.
